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The Review of Corporate Finance Studies Vol. 6 No. 1 2017

Subsidiary Legal Entities and Innovation

Kenneth Ayotte

U.C. Berkeley School of Law*

Abstract

Placing innovative assets in a separate subsidiary creates more autonomy for the unit manager of the innovation than a division, even when the subsidiary is wholly owned and controlled by the parent. The key driver is limited liability: unlike a division, the parent has the option to walk away from the subsidiary’s debt obligations. As a result, the parent invests less in developing internal uses for the innovation. This causes the unit manager to invest more in developing independent uses for the innovation: he must ”sink or swim” on his own effort, and his desired actions are less subject to overrule. Received June 29, 2012; editorial decision June 8, 2016 by Editor Paolo Fulghieri.

DOI
10.1093/rcfs/cfw008
Volume
6
Issue
1
Pages
39-67
Language
en
Sources
bibtex:phds-export.bib openalex crossref

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